Form 8-K - Current report

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): December 19, 2024

 

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		0-35737		94-3306718
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

4800 Montgomery Lane, Suite 800

Bethesda, Maryland 20814

(Address of Principal Executive Offices)

 

[phone]

(Registrant’s telephone number, including area code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, par value, $0.001 per share		NWBO		OTCQB

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

   

Item 1.01.

Entry Into A Material Definitive Agreement.

 

On December 26, 2024, Northwest Biotherapeutics (OTCQB:NWBO) (the “Company”) issued a press release, attached hereto as Exhibit 99.1, in which it provided information regarding its entry into a convertible note financing and standy equity purchase agreement.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

No.	Description

99.1	Press Release of Northwest Biotherapeutics, Inc. dated December 26, 2024.
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	NORTHWEST BIOTHERAPEUTICS, INC.
Date: December 26, 2024	By:	/s/ Linda Powers
	Name:	Linda Powers
	Title:	Chief Executive Officer and Chairman

 

 

 

 

Exhibit 99.1

 

4800 Montgomery Lane Suite 800 Bethesda, MD 20814

t [phone] f [phone]

www.nwbio.com OTCQB: NWBO

 

For release at 9:30 a.m. EST on December 26, 2024

 

Northwest Biotherapeutics Announces $5 Million Convertible Note Financing and Standby Facility for Up to $50 Million Additional Financing

 

BETHESDA, Md., December 26, 2024 -- Northwest Biotherapeutics (OTCQB:NWBO) (the “Company” or "NW Bio"), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, today announced that on December 19, 2024 it entered into a $5 million convertible Promissory Note financing with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”). The term of the Note is 13 months. The Note carries an Original Issue Discount of seven percent but no interest. Repayment of all outstanding amounts is due at maturity; no payments by the Company are due until maturity. The Note includes customary default provisions. During the term of the Note, it is convertible at the option of the holder, at a small discount to the then prevailing market price. The amounts of such conversions are limited to one sixth (1/6) of the overall Note amount in any given calendar month unless the conversion price is above $0.315. The Company plans to use the proceeds for general corporate purposes, including both its lead product and its in-licensed portfolios.

 

The Company and Yorkville also entered into a standby equity subscription agreement (the “Subscription Agreement”) which the Company may use after the Note is repaid or converted. Under this Subscription Agreement, NW Bio has the option, in its discretion, to require Yorkville to subscribe for up to $50 million of common shares in the Company at any time during the 24-month term of the Subscription Agreement at a small discount to the then prevailing market price, after the Note is repaid or converted. The Company has no obligation to make any such use of this arrangement, and the Company can cancel the arrangement at any time after the Note is repaid or converted. The Company has no current plans to draw upon this standby facility; however, the Company believes it will be useful to have this facility available for special funding needs in connection with certain key potential upcoming milestones.

 

Joseph Gunnar & Co., LLC acted as the exclusive placement agent for the offering.

 

About Northwest Biotherapeutics

 

Northwest Biotherapeutics is a biotechnology company focused on developing personalized immunotherapy products that are designed to treat cancers more effectively than current treatments, without toxicities of the kind associated with chemotherapies, and on a cost-effective basis. The Company has a broad platform technology for DCVax^® dendritic cell-based vaccines. The Company's lead program involves DCVax^®-L treatment for glioblastoma (GBM). GBM is the most aggressive and lethal form of primary brain cancer, and is an "orphan disease." The Company has completed a 331-patient Phase III trial of DCVax-L for GBM, presented the results in scientific meetings, published the results in JAMA Oncology and submitted a MAA for commercial approval in the UK. The MAAA is currently undergoing review. The Company has also developed DCVax^®-Direct for inoperable solid tumor cancers. It has completed a 40-patient Phase I trial and, as resources permit, plans to pursue Phase II trials. The Company previously conducted a Phase I/II trial with DCVax-L for advanced ovarian cancer together with the University of Pennsylvania.

 

 

 

 

Disclaimer

 

Statements made in this news release that are not historical facts, including statements concerning plans for DCVax^® are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "design," "plan," "continue," "may," "will," "anticipate," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those projected in any forward-looking statement. Readers should not rely upon forward-looking statements. There are a number of important factors that could cause actual results to differ materially from those anticipated, including, without limitation, risks related to delays or uncertainties in regulatory processes and decisions, risks related to the Company's ability to achieve timely performance of third parties, risks related to whether the Company's products will be viewed as demonstrating safety and efficacy, risks related to the Company's ongoing ability to raise additional capital, and other risks included in the Company's Securities and Exchange Commission ("SEC") filings. Additional information on the foregoing risk factors and other factors, including Risk Factors, which could affect the Company's results, is included in its SEC filings. Finally, there may be other factors not mentioned above or included in the Company's SEC filings that may cause actual plans, results or timelines to differ materially from those projected in any forward-looking statement. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

 

CONTACTS

 

Northwest Biotherapeutics

 

Dave Innes

804-513-6758

[e-mail]

 

Les Goldman

240-234-0059

[e-mail]

 

 

 

Cover	Dec. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2024
Entity File Number	0-35737
Entity Registrant Name	Northwest Biotherapeutics, Inc.
Entity Central Index Key	0001072379
Entity Tax Identification Number	94-3306718
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4800 Montgomery Lane
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	240
Local Phone Number	497-9024
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value, $0.001 per share
Trading Symbol	NWBO
Entity Emerging Growth Company	false

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